An Unearthly Filly
by Sgamer82
Summary: A Friendship is Magic retelling of the very first Doctor Who tale, originally written by Anthony Coburn. Cheerilee begins to wonder about one of her stranger students. When she confronts her student's grandfather she, alongside Big Macintosh, get pulled into an adventure that will take them across time & space.
1. An Unearthly Filly

**Author's Note:** Obligatory "I did not create_ Friendship is Magic_ or_ Doctor Who_" disclaimer aside, I'm genuinely curious to see what response I'll get with this story. Not so much from people reading it, but from people who have me on their subscriptions. This is my first fic in a long while, and my last fics were for _One Piece_, _Naruto_, and _Detective Conan_. Now I'm doing _My Little Pony_. Then again, my first ever stories were _Powerpuff Girls_ so we shall see.

* * *

On the outskirts of Ponyville, a junkyard existed. Not an especially large one, but a place where many a pony have gone to find or discard some random item or two. Where one pony's trash is another's treasure. The oddest of the junkyard's many oddities appeared just recently. A mere five months ago.

A strange miniature barn, colored in blue.

_**MY LITTLE PONY: FRIENDSHIP IS MAGIC**_

_**and**_

_**DOCTOR WHO**_

IN

AN UNEARTHLY FILLY

PART 1

Based on episodes by originally written by Anthony Coburn

At the Ponyville Schoolhouse, class had let out for the day. Most of the children had gone home already, but there was still a filly or colt waiting for pickup or otherwise staying late. Cheerilee had been thinking about one in particular when she saw a cart pull up near the school. The cart was filled with empty buckets and baskets, and was pulled by a red stallion wearing a yoke around his neck.

"Had a good day at the market, Big Macintosh?"

"Eee-yup" he said in reply.

"Good to hear. If you're here to pick up Apple Bloom she left with her friends already. They had some new Cutie Mark ideas to try out."

Big Macintosh rolled his eyes with a huff from his nose. Cheerilee noticed he was grinning though.

"They're more stubborn than most." Cheerilee agreed, "But everypony works it out eventually."

"Eee-yup."

"I mean, fillies and their cutie marks are easy next to-" Cheerilee began before stopping herself, "N-nevermind. I almost said too much."

Big Macintosh looked at her in concern.

"Really, it's nothing." Cheerilee hesitated. Then, she thought, if I was going to talk to _anypony_ about this...

"It's one of my students. I just don't know what to make of her..."

"Perennial?" Big Macintosh asked.

"Apple Bloom's mentioned her then?"

He nodded.

"She and her grandfather moved to Ponyville about five months ago." Cheerilee began, "And of course I welcomed Perennial into the schoolhouse. So did everyone else. She's smart... so smart it often feels like she's holding back to keep me from looking bad. But then... there was another time. We were using money as a simple math problem, but she kept getting it wrong because she insisted a hundred bits was a buck. I had to keep reminding her there was no such currency."

Big Macintosh raised an eyebrow.

"Strange." Big Macintosh agreed.

"Oh, there's more. Her homework had been slipping lately. I went and tried to visit her home to see if I could talk to her grandfather, a Doctor Forelock, about it. The address I got from her back when she enrolled was just the old Trotter's Lane junkyard. I'm starting to get concerned..."

At that moment an earth pony filly with a Cutie mark resembling the face of a wristwatch, her mane done in something of a bun in back, came out of the school house. She was just finishing buckling her school saddlebag when she passed by the two adults.

"Oh, Miss Cheerilee," she said in her Bitish accent, "Thank you so much for allowing me to borrow this history book. I promise to have it back to you tomorrow."

"Not a problem at all, Perennial dear." Cheerilee said, "You can keep it until you're finished."

"Oh, I'll be finished by then, I'm sure." she answered, then turned to Big Macintosh, "Hello, Mr. Macintosh."

Big Macintosh nodded back. Perennial began to canter off before stopping.

"Miss Cheerilee, I almost forgot. I must apologize for my errors in class. I checked in the book and you're right. Bits are the only currency in Equestria. It will be a few more years yet before laws increasing the currency and instituting a decimal system come into place."

"All right..." Cheerilee remarked, unsure how to respond to that. She simply looked at Big Macintosh with an expression that said "See what I mean?" Then she got an idea.

"Say, Big Macintosh here was about to give me a ride home in his cart. If you like I don't think he'd mind an extra stop, woud you, Big Mac?"

"Nnn-ope" Big Macintosh said without hesitation.

"No no, that's all right." Perennial replied as if startled, "It's better if I go on my own. I have some errands to run before I go. And also, Grandfather doesn't like strangers around our home."

The filly headed off before Cheeirlee could properly respond. Cheerilee watched her go then looked to Big Macintosh.

"Thanks for going along with me, there. I appreciate it."

Big Macintosh shrugged, then gestured to the cart with his head.

"You're offering me a ride home after all?" Cheerilee asked, bemused.

"Nnn-ope." Big Macintosh replied with a grin. Cheerilee couldn't help but grin too and got into the cart as they headed off to the Trotter's Lane junkyard to find out what was happening with this strange filly and her grandfather.

* * *

"If she's going to show up here at all we must have gotten here first."

"Eee-yup."

Having no other real recourse short of stalking her home, Cheerilee and Big Macintosh decided to go to the Trotter's Lane junkyard to see if Perennial would appear.

Stalking would be plan B.

Plan A was to find out if there was any truth whatsoever to Perennial living in or around the junkyard. To that end they had arrived first and now sat in hiding just across the road. However, Cheerilee was beginning to have second thoughts.

"We _are_ doing the right thing, aren't we?" Cheerilee asked.

Big Macintosh shrugged.

"I just can't decide if I'm doing this because I'm worried about her homework... bad as it is, I've seen worse... or if I just want to satisfy my curiosity. You saw her as she left. That talk about currency and decimal systems."

"Eee-yup."

"And that's not even the oddest of it. She once got so frustrated over a simple geometry problem because I was only using three dimensions instead of five. She also asked me for a red pen before borrowing that history book. My first thought was she was planning to make corrections... Do you think I'm just being a busybody pony?"

Before Big Macintosh could answer, Cheerilee sighed and answered her own question.

"I suppose I am. If so, I should really just pack up and head home right now. But... oh there's no use denying it. I just won't be satisified until I get some answers about Perennial. You have to agree she's a mystery."

"Eee-yup."

"She's so talented in some areas... but excruciatingly bad at oth-oh! She's coming!"

Indeed, they watched as Perennial opened the gates of the junkyard and walked inside. Cheerilee hesitated.

"It's strange... I feel like we're about to interfere with something best left alone... You think she could just be meeting a boy here?"

Big Macintosh looked around, but didn't see anyone besides Perennial. He began to walk to the junkyard. Cheerilee followed, suddenly eager to get this over with. As he went through the junkyard's gate, she wondered if Big Macintosh felt the same foreboding she did, but doubted he'd say so even if he did.

The pair looked through the junkyard, alternating between walking over junk or tripping over it. Cheerilee tried to call out to Perennial a few times and got no answer. The search continued like this until Big Macintosh called out and got Cheerilee's attention.

He was looking at a blue box only slightly larger than the pony himself. The words "Police Barn" adorned the top of it while a notice was posted on one of the doors.

"What is this? A police barn? What's it doing here? If I remember correctly these used to be very common in Great Bitain, about fifty years ago. But never in Equestria. What's wrong Big Macintosh?"

Big Macintosh was holding his hoof against the box, an odd expression on his face. Cheerilee pressed her own hoof to it.

"A faint vibration?" Cheerilee asked as she felt it. It gave her the sense that the box was alive somehow. Big Macintosh looked around but saw nothing magical or otherwise connected to the outside of the box. Their investigation was interrupted by a cough.

"Is that her?" Cheerilee asked.

"Nnn-ope." replied Big Macintosh. The two hid behind some of the junk and watched as an elderly unicorn with an hourglass along his flank appeared. He was adorned in a cloak, scarf, and a wool astrakhan hat just behind his horn, on which was placed a ring with a large gem. He levitated a key out of his coat as he approached the blue police barn.

"Welcome home, Grandfather." said a voice from behind the barn door.

"Perennial!" Cheerilee whispered urgently.

"Shh." Big Macintosh hushed. But not in time for the old unicorn to miss hearing them. Having been found out, the Cheerilee stepped out into the open.

"Excuse me..." Cheerilee began. The unicorn levitated a lantern in front of them. The light of the lantern and the golden-orange glow of the magic made the pony avert her eyes a bit.

"What are you doing here?" he demanded.

"We're looking for a girl."

"We?"

Big Macintosh emerged with a soft "Howdy."

"What do you want?" said the unicorn.

"One of my pupils, Perennial, came into this yard."

"Really? In here? Are you sure?"

"Yes. We saw her come in from across the road."

"One of her pupils." he said, more to himself than to either of them, "Not the authorities, then..."

Big Macintosh cleared his throat for the old horse's attention. The unicorn fixed him with a harsh stare.

"Why were you spying on her? Who are you?"

"We heard a girl's voice call out to you." Cheerilee insisted.

"Your hearing must be very acute. I didn't hear anything."

"It came from inside that barn!" Cheerilee insisted.

"Your imagination." he insisted.

"It certainly was not!"

"Young lady, is it reasonable to suppose that anyone would even be inside a cupboard like that, hmm?"

"Then wouldn't it be just as reasonable to let us look inside?"

The unicorn suddenly turned away from the ponies and took very intent notice of a picture frame in the junk.

"I wonder why I've never seen that before." he said, levitating it out of the mass of parts, "Now, isn't that strange? Pretty damp and dirty..."

"Will you please help?" Cherrilee asked, "I'm the teacher at the Ponyville Schoolhouse. We saw her come in here but never saw her leave. Naturally, we're worried."

"Have to be cleaned." the unicorn continued, paying them no mind for a moment more before setting the frame down and turning to Cheerilee, "Mmm? Oh, I'm afraid it's none of my business. I suggest you leave here."

"Nnn-ope." Big Macintosh insisted, getting with this old pony's attitude.

"Your attitude leaves a lot to be desired, young colt."

"Will you open the door?" Cheerilee asked.

"There's nothing in there!" the unicorn insisted.

"Then why not open it? What are you afraid of?"

"Afraid? Oh, go away!"

"Big Macintosh, let's go report this to the mayor."

"Very well." said the unicorn.

"You're going to come with us!"

"Oh... am I?" the unicorn chuckled, "I don't think so, young lady. No, I don't think so."

As the unicorn went off to examine some more junk, Big Macintosh put a hoof on Cheerilee's shoulder. Cheerilee saw a look of concern in his eyes and realized she was letting her temper get the better of her. Nonetheless...

"We can't just leave him here! Doesn't it seem to you like he has Perennial locked up in there?"

Big Macintosh gave a reluctant "Eee-Yup."

"Look at it!" Cheerilee insisted, gesturing to the box, "No door handle... a secret lock? Does it need unicorn magic to open? And it was Perennial's voice in there, I'm sure of it."

"Eee-yup."

"Perennial! It's Cheerilee and Big Macintosh! Are you in there, Perennial?"

"Don't you think you're being rather high-hoofed, young lady? You _thought_ you saw a filly enter the yard. You _imagined_ her voice. You _believe_ she might be in there. It's not very substantial, is it?"

"Why won't you help us?" Cheerilee asked in frustration.

"I'm not hindering you. If you both want to make fools of yourselves, I suggest you do what you said you'd do. Report what happened here. Go all the way to Canterlot for a Royal Guardspony if you must."

"And by the time we get back you'll be nowhere to be found."

The unicorn closed his eyes for a moment, "Insulting. There's only one way in and out of this yard. I shall be here when you get back. If only to see your faces when you try to explain your behavior away."

"We're still doing it. Come on, Big Mac."

Cheerilee and Big Macintosh turned their backs on the old unicorn, but had barely taken a step away when they heard the box's door open.

"What are you all doing out here?" They heard Perennial ask.

"She is there!"

"Close the door!" the old unicorn cried as as he rushed the two younger ponies, intent on keeping them away. Unfortunately, Big Macintosh was more than enough on his own.

"Hold him, Big Mac!" she cried as she rushed into the box's open door and into a brightly lit room. Big macintosh came in right behind her and, like Cheerilee, stopped cold at the interior. A room very clearly larger inside than it could possibly be looking at the box on the outside. Circular indentations were all along the walls from top to bottom. The room was furnished primarily in various rebuilt pieces from the junkyard. In the center of the room, next to a hexigonal table or stand covered in switches, lights and buttons, was Perennial, the pony they had been looking for. The unicorn came in right behind them.

"Close the door, Perennial." The filly obeyed her grandfather, pushing a switch on the stand in the middle of the room and causing the double-doors behind everyone to close, "I believe these ponies are known to you."

"My schoolteacher and one of my classmate's siblings." she said in stunned recognition, "What are you doing here?"

"Where are we?" Cheerilee asked in wonder.

"They must have followed you." replied the unicorn, ignoring Cheerilee, "That ridiculous school. I knew something like this would happen if we stayed in one place too long."

"But why would they follow me?" she asked, looking at the two adults.

"Is this really your home, Perennial?"

"Yes." she replied.

"And what's wrong with it?" The old unicorn asked indignantly.

"But it was just a police barn..."

"Perhaps." said the unicorn.

"And this is your grandfather?"

"Yes." Perennial replied.

"Why didn't you just say so?" Cheerilee asked the unicorn she now knew to be Doctor Forelock.

"I don't discuss my private life with strangers." the Doctor said simply.

"But it was a blue box." Cheerilee said, changing gears, "We both walked around it! Right, Big Mac!"

"Eee-yup."

"You don't deserve any explanations." the Doctor said, as he began inspecting an antique clock, "You pushed your way in here, uninvited and unwelcome."

"I think it's time we left." Cheerilee said, having realized they may have gotten in over their heads. Instead, Big Macintosh walked over to the Doctor seeking a proper explanation. The Doctor was still more interested in the clock and took a moment to notice the red pony.

"It's stopped again, you know, and I've tried- Hmm? Oh, you wouldn't understand at all."

"Try me." Big Macintosh replied.

"Yes, Yes, Yes, Yes." said the Doctor dismissively as he took off his coat and scarf, "Oh by the way, Perennial, I've managed to find a replacement for that faulty filament. Bit of an amateur job, but I think it'll serve."

"He's a unicorn." Cheerilee muttered, "So maybe an illusion?"

"What is she on about now?" the Doctor asked.

"What are you doing here?" Perennial asked again.

"You don't understand, so you find excuses." said the unicorn, more to himself than to them, "Illusions, indeed? You say you can't fit an enormous building into one of your smaller sitting rooms?"

"Nnn-ope." said Big Macintosh.

"But you've discovered photography, haven't you?"

"Eee-yup."

"Then by showing an enormous building on a photograph, you can do what seemed impossible, couldn't you?"

"Hmm." Big Macintosh considered.

"It's not quite clear, is it? I can see by both your faces that you're not certain. You don't understand." the Doctor laughed, "And I knew you wouldn't! Never mind."

The Doctor cantered back to the hexagonal stand.

"Now then, which switch was it? No, no, no.. ah yes, that is it!" the Doctor said as he flipped one of the stand's switches, "The point is not whether you understand what is going to happen to you, hmm?"

He looked to Perennial.

"They'll tell everypony about the ship now."

"Ship?" Big Macintosh asked.

"Yes, yes, ship! This doesn't roll along on wheels, you know."

"We're nowhere near water... but you're saying it moves?" Cheerilee asked.

"The TARDIS can go anywhere." Perennial replied.

"TARDIS? What do you mean, Perennial?"

"Well, I made up the name TARDIS from the initials. Time And Relative Dimension In Space. I'd thought you both would understand when you saw the different dimensions inside from those outside."

"Let me get this straight. This blue police barn, standing in a junkyard... can go anywhere at all?"

"Yes!" Perennial exclaimed.

"Quite so." The Doctor confirmed.

"Hmm." Big Macintosh said.

"Why won't they believe us?" Perennial begged of her grandfather.

"How can we, dear?" Cheerilee asked.

"Now, now, don't get exasperated, Perennial." the Doctor said, placing a reassuring hoof on his grandchild's shoulders, "Remember the buffalo. When he saw the first steam train, his savage mind thought it an illusion, too."

"You're treating us like children!" Cheerilee said.

"Am I? The children of my civilization would be insulted."

"Your...?" Big Macintosh asked.

"Yes, my civilization. I tolerate this era, but I don't enjoy it. Have you ever thought about what it's like to be wanderers in the fourth dimension? Have you? To be exiles?" the Doctor asked as he motioned to himself and Perennial, "Perennial and I are cut off from our own planet, without friends or protection. But one day..." he gazed into the distance, his foreleg around his granddaughter, "...we shall get back. Yes, one day... one day..."

"It's true." Perennial insisted to Cheerilee and Big Macintosh, "Every word of it's true. You don't know what you've done coming here..."

She turned to appeal to her grandfather.

"Grandfather, let them go now, please! Look, if they don't understand like you said, then they... they can't hurt us at all! I understand these people better than you... their minds reject things they don't understand..."

"No." the Doctor said.

"Perennial, he can't keep us here." Cheerilee said to the filly, "I don't know if this is an illusion, delusion or some kind of game you and your grandfather are playing. But you can't expect us to just believe it."

"It's no game!"

"Perennial..."

"It's not!" the filly cried out, "Look, I love your school. I love this era of Equestria. The last five months have been the happiest of my life..."

"This era? Perennial, you're a pony like us. You look like a pony and sound like a pony..."

"I was born in another time." Perennial insisted, "On another world."

"Now, look, Perennial-" Cheerilee began to try again, only to be interrupted as Big Macintosh pushed her towards the door. Or where they thought the door was. Given how everything blended into the wall once the door closed it was hard to distinguish from the rest of the room.

"No, you two can't get out. He won't let you go." Perennial said sadly.

The filly's point seemed confirmed when the two adult ponies approached the door. A high pitched sound could be heard throughout the room... as could the Doctor's chuckling.

"I think the doors open from that table in the middle." Cheerilee said, "That's what Perennial pressed to close them."

Big Macintosh nodded and started looking over all the buttons, switches, and dials on the stand.

"You still think it's all an illusion..." the Doctor said. That had just about done it for Cheerilee.

"I know that transportation to any time or any place is limited to only the most powerful of unicorns. I don't expect it from some old horse in a junkyard."

"Oh, your arrogance is nearly as great as your ignorance!" the Doctor said with a laugh.

"Will you open the door or won't you?" Cheerilee demanded, when she saw no help forthcoming from the Doctor, she turned to Perennial, "Perennial can't you help us?"

"I- I mustn't." Perennial replied. By this point Big Macintosh had clearly had enough and decided to risk it himself.

"I can't stop you..." the Doctor said mockingly.

"Don't touch it!" Perennial yelled suddenly, "It's warded for us only!"

The warning came too late as Big Macintosh raised a hoof and touched a control only for a sudden shock to throw him to the floor.

"Big Mac!" Cheerilee wailed, she immediately moved to help him up and turned to the Doctor, "What in Equestria do you think you're doing?"

"Grandfather, let them go, now! Please!"

"And by tomorrow," said the Doctor, "We shall be a public spectacle. A subject for news and idle gossip."

"But they won't say anything..." Perennial pleaded as the Doctor turned to the buttons and switches himself. He turned to his granddaughter.

"My dear child, of course they will. Put yourself in their place. They're bound to make some sort of a complaint to the authorities, if not the Princesses themselves. Or at the very least talk to their friends." he shook his head at her, "If I do let them go, Perennial, you realize of course we must go, too."

"No. Grandfather, we've talked about this before b-"

"There's no alternative, child." The Doctor told her, his tone firm and decision final.

"I want to stay! They're both kind ponies. Why won't you trust them? All we have to do is ask them to promise to keep our secret and-"

"It's out of the question."

"I won't go, Grandfather. I won't leave this era... I'd... I'd rather leave the TARDIS and you!"

"Now you're being sentimental and childish."

"I mean it!"

"Very well." the Doctor said after a moment, "Then you must go with them. I'll open the door."

"Are you coming then, Perennial?" Cheerilee asked as the Doctor approached his switches. Instead Perennial shot a panicked glance at her grandfather as he hit several switches.

"No, Grandfather, no!" she ran to him and tried to push him away from the central stand. The two struggled as Cheerilee noticed too late that Perennial's grandfather had used his claim of opening the door to actually activate his so-called TARDIS. As the two wrestled for whatever controls they were working with, the room began to shake violently. A whirring, wheezing sound could be heard throughout as a glass cylinder in the middle of the center stand began moving up and down.

By the time everything had settled down, only the Doctor was still conscious. Behind him, though he took no notice of it, a pane of glass lit up and showed the outside of the blue box. A wide open plain of high grass.

* * *

In a grassland field, in another time and place stood a strange miniature barn, colored in blue. Outside the barn, in the grass, a large, pony shaped shadow loomed.

_**TO BE CONTINUED**_


	2. The Pit of Bones

In a grassland field, in another time and place stood a strange miniature barn, colored in blue. Outside the barn, in the grass, a large, pony shaped shadow loomed.

The shadow belonged to an earth pony. One whose fur and mane was much dirtier, matted, and shaggier than any pony in Ponyville would ever allow. She stared at the box...

_**MY LITTLE PONY: FRIENDSHIP IS MAGIC**_

_**and**_

_**DOCTOR WHO**_

IN

AN UNEARTHLY FILLY

PART 2

Based on episodes by originally written by Anthony Coburn

Elsewhere on the plains, a herd of ponies stood around a field that had been grazed mostly free of grass and plants. These ponies were also big and brawny, their fur and manes rough and shaggy. Their Cutie Marks were simple, a single image determining their role among the herd. Those who scout, those who defend the central herd from predators. Among them, a mare with a Mark showing a head above the rest, was pawing her hoof at the ground beneath her. In front of her was a mound of soil.

"Where is this food you promised, Ta?" the oldest pony of the herd asked of her.

"It will come!" Ta's stallion said in irritation, but whispered to Ta, "How long is this meant to take?"

"I don't know..." Ta whispered back. Louder she said, "My father made the food grow."

"And the other herds attacked us and killed him for it." the Old Nag told her, "It is best to walk and graze the lands as we always have."

"How did my father grow food?" Ta demanded of the Nag.

"I never cared to watch him." she said dismissively, "I do not know."

"Then what use are you?!" Ta said angrily. She reared up, very prepared to just try to trample the old horse. She barely managed to restrain herself.

"Out of my sight, Nag!" she ordered, then muttered, "Should have died with him."

"Ta will never grow food." the Old Nag said as she trotted away. Ta went back to her planting.

"Pour more water on it." Ta instructed the male.

"The old women talk against you, Ta." the male whispered to her, "They would rather the outsider Mus lead us."

Ta's head looked to her male.

"They say you spend all the time digging at the earth while she finds lands to graze and feed the herd."

"We go hungry if we can not find food." Ta admitted, but vehemently declared, "But if we do not learn to make food, we will die."

"The nags see no further than tomorrow's meal." the stallion cautioned, "They will make Mus lead mare. My mother will give me to her..."

"Mus is not the leader!"

"The leader is the one who gets food." the male reminded her.

Ta stared in silence at the mount of soil, then began to kick and stamp at it. She closed her eyes in an effort to keep back the tears of frustration behind them.

"What do I do wrong? What?!"

* * *

Soon after all the movement stopped, Cheerilee came to. She had falled on a bench placed in the main room of what Perennial had called the TARDIS. She saw Big Macintosh still out on the floor and shook up awake. They both looked up to see the Doctor and Perennial looking at the stand in the center of the improbably large room. The central cylinder that had been moving before was now still.

"We're steady now." Perennial said, reading information from the stand.

"Well, grass, rock formation... Hmm, good."

"So that's it." Perennial said sadly, "We've left Equestria."

"Oh yes, undoubtedly. I'll be able to tell you where presently." her grandfather confirmed, "Zero? That's not right. I'm afraid something is not calculating properly... hmm. Well, in any case the journey is finished. What are you doing down there?"

This last was addressed to Big Macintosh who had only now woken up enough to pick himself up off the floor.

"What'd you do?" Big Macintosh asked.

"Try to put one over on us." Cheerilee said, feeling less than charitable after that bumpy ride, "Did I hear you say we've left Equestria, Perennial?"

"Just look at the scanner lenses." the filly told her with an enthusiastic nod and grin. Her grandfather's horn glowed a yellow-orange and some flat crystals on the walls lit up.

"Yes, look up there. For all the good it will do." He said, addressing Perennial, "They don't understand. And I suspect they don't want to."

The two Earth ponies looked at the displays. They saw images of wide open grassland with a few scattered tree lines and mountains. Perennial watched them closely, to see their reactions.

"Well there you are. A new world for you."

"Wide plains?" Cheerilee asked.

"Yes, that's the immediate view outside the ship." he told her.

"Where?" asked Big Macintosh.

"That's what we'll see outisde?" Cheerilee asked, "Grasslands instead of a junkyard?"

"You really are a stubbon young mare, aren't you?"

"I just want some real proof." Cheerilee declared, "Something definite."

"But Miss Cheerilee..." Perennial mumbled.

Cheerilee saw Perennial looking upset at Cheerilee's insistent denial. She hated hurting the girl, but this was too much. Grandfather and granddaughter alike needed to see sense.

"Rather than call me a charlatan, what real proof would convince you, hmm?" The elder pony asked.

"Just open the door, Doctor Forelock."

"Eh? Doctor who?" he asked, suddenly confused. Cheerilee heard him mutter to himself, asking what she was talking about.

Cheerilee looked to Big Macintosh for support. He merely shrugged and gestured all round, reminding Cheerilee of how big a difference there is between the inside of the police barn and the outside. Cheerilee conceded the point with a sigh.

"Well, are you going to open the doors, then?"

"No." the Doctor replied, continuing before Cheerilee could retort, "Not until I'm sure it is safe to do so."

Cheerilee and Big Macintosh watched as the unicorn began to consult the various dials and instruments. what looked like random lights and dials to them obviously told the older pony and his granddaughter far more.

"Well, the air's good, yes it is. It's good. Excellent, excellent... Perennial, you have the background magic counter over there. What's it read?"

"It's reading normal, Grandfather." Perennial replied.

"Splendid, splendid. Well, I think I'll take my own counter with me in any case."

The Doctor's horn glowed as he levitated his coat to himself, donning it once more and placing some various objects in the pockets before turning back to Cheerilee.

"So you still challenge me, young lady?"

"Until I see something other than a junkyard outside those doors."

"You're so narrow-minded, aren't you? Don't be so insular."

Perennial looked nervously between her grandfather and teacher. She made an attempt to change the subject.

"Do you know where we are, Grandfather?"

"Back in time." he said with a nod, "I will need some samples to make an estimate of exactly which period. Rock pieces, a few plants... but I do wish this thing wouldn't keep letting me down." he added towards the TARDIS's central stand, "However, it is now safe to go out."

Cheerilee stood in front of the Doctor as he prepared to leave. Perennial closed her eyes and shook her head.

"Just a moment," Cheerilee said, "So we've not only left Equestia, but now we're back in time, too?"

"Quite so."

"So when we step outside we won't be in Ponyville's junkyard in present day Equestria?"

"Your tone may suggest ridicule, but that's precisely right."

"It is ridiculous!" Cheerilee wailed, "Time doesn't go around and around in circles! It's not some train ride where you can get off or on at a station somewhen else!"

"Really? Then where does time go, then?"

"What? Why should it go anywhere? It just happens, and that's that."

"Oh..." Said the Doctor, clearly amused. He turned to Big Macintosh, "You're not as doubtful as your friend, I hope?"

"Nnn-ope."

"Big Mac, you can't-"

Big Macintosh simply gestured to the whole room around them. The Doctor gave Cheerilee one final challenge.

"If you could touch the alien sand," he began, "and hear the cries of strange birds and watch them wheel in another sky... would that satisfy you?"

"Yes." Cheerilee said after a moment's thought. At that point it would have to. The Doctor operated the same switches that Perennial had when they first entered. The two large doors the ponies had seen close behind them opened once more. Cheerilee and Big Macintosh's jaws dropped in astonishment at the sight before them.

"Now, see for yourself." The Doctor said to them, just a bit smug.

"It can't be..." Cheerilee whispered in her shock. This was impossible.

"Just like on the crystal." Perennial said, a little huff of triumph in her voice as she spoke.

"Well, I've no more time to argue with you." the Doctor said as he levitated some saddlebags to his back and began moving equipment into them, "I must get some samples, Perennial."

"Be careful, Grandfather." she said as the old pony went out first. Big Macintosh was the first to follow. Soon after, Cheerilee heard him call to come out and look.

"Come on, Miss Cheerilee." Perennial said, givng her teacher a nudge forward to get her outside.

The TARDIS doors closed behind Cheerilee and Perennial as they stepped outside. Cheerilee looked around and saw all the very same grasslands and plains she had seen when looking at the display inside. High grasses, mountains far in the distance. The occasional set of rocks or treelines kept the immediate vicinity from being completely featureless. Cheerilee felt herself shiver as a chill wind blew in the air, but she paid little attention to it as she was more focused on the sight before her.

* * *

Further up ahead, the Doctor looked back at the TARDIS.

"It's still a police barn." he said to himself, "Why hasn't it changed? Dear dear, how very disturbing."

He put the thought aside and, leaving his granddaughter and Equestrian ponies behind, continued forward to take his samples. He began to levitate his equipment out of his saddlebags, and was so absorbed in his task he did not notice the shaggy-maned earth pony mare watching him.

* * *

"Hmmm."

Exploring the area around the TARDIS themselves, Big Macintosh had dug out what appeared to be the skull of a local creature. Cheerilee wandered over to take a look herself. Perennial sat back and watched them. A grin growing on her face as her teacher and the stallion began to get into the spirit of the exploration.

"Doesn't have any horns or antlers..." she observed, "but bigger than any pony I've ever seen. Could be anything... I mean, just look over there. A police barn in the middle of all this... nothing makes sense anymore."

At this remark Perennial turned back to look at the TARDIS.

"It should've changed." she said in confusion, "Wonder why it hasn't happened this time..."

"The ship?" Big Macintosh asked.

"Yes. It changes to try and match wherever it goes."

"A disguise?" Big Macintosh asked.

"Yes, that's right... but not this time. I wonder why not?" Perennial asked out loud, then shrugged and turned to the skull Big Macintosh found, "Do you think this old head'll help Grandfather? Where did he go?"

Perennial trotted off to find her grandfather. Meanwhile, Big Macintosh looked to Cheerilee.

"You okay?" he asked her. He recognized Cheerilee was still trying to work everything out in her mind. Cheerilee seemed about to try a "stiff upper lip" response, then abandoned it with a sigh.

"I was so very wrong, wasn't I?"

"Eee-yup." He replied, then decided this, perhaps, wasn't the time for his preferred short responses, "I don' get it, either. Th' inside. Bein' out here. What Doctor Forelock says."

"That's not his name." Cheerilee interrupted, "Who is he? Doctor who? Perhaps if we knew that much we'd have a clue to all this."

"Cheerilee..." he began, then shrugged, "It's happened."

"Yes it has." Cheerilee admitted. Much as she didn't want to accept it. Her thoughts were interrupted by Perennial's return.

"I can't find him." Perennial noted with worry.

"Ain't far." Big Macintosh assured her.

"But... but I've been feeling like we were being watched..." Perennial fretted, then began calling out "Grandfather!"

* * *

The Doctor had placed a glass case on the ground and deposited some seeds and plants into it. With an orange glow from his horn the machine glass began to hum. Within it, the seeds began to sprout from seed to seedling to full flower in moments. The older plans bloomed and decayed.

The pony that had been spying on the Doctor had no more need to watch. With a yell she leapt upon the Doctor.

* * *

The sound of a pony's yelling alerted the others to the danger.

"Grandfather!" Perennial cried and immediately ran to the noise.

"C'mon!" Big Macintosh ordered.

When the three ponies arrived, they found nothing but the Doctor's bag and the glass cylinder laying broken on the ground, samples of plants and seeds inside or spilling out. Green plants seemed to be either transforming into seeds or drying and decaying.

"Look." Big Macintosh said.

"What?" Perennial asked.

"These are his!" Cheerilee declared.

"Grandfather!" Perennial yelled hysterically, "Where are you?!"

Perennial began to run off only to be stopped when Big Macintosh caught her tail in his mouth.

"I have to find him... I have to..." she said while pulling against Big Macintosh's strength.

"Then be careful and come right back." Cheerilee said, giving Big Macintosh a nod. She was liable to hurt herself or rip out her tail at the roots if she kept pulling the way she was. Better to let her check and come back.

"Look." Big Macintosh said after Perennial had left. Cheerilee checked where he was looking and found one of the Doctor's devices. Cheerilee had heard him call it a background magic counter, a small black box with a needle on it going between white and red. Though now it had been smashed like the rest of his equipment.

"Not much good now, is it?" Cheerilee said, "You don't think he saw something and went to investigate, either, do you?"

"Nnn-ope." Big Macintosh agreed. Both doubted he would left all his things behind like this.

"If he didn't just go off to look for something..." she began, thinking of the scream they had heard, "Could he have been taken?"

It was at this point Perennial returned from her own search.

"There's no sign of him!" she reported with a sob, "I can't see him! Can't find him anywhere!"

Big Macintosh put his front leg over her shoulders to comfort her while Cheerilee told her not to worry. Once she had gotten over the worst of her crying, Perennial found something on the ground.

"What did you find?" Cheerilee asked as Perennial picked up a book into her mouth.

"His notes!" Perennial said after getting a good look, "He'd never leave his notebook, it's too important to him. It has key codes for machines on the ship and notes for every place we've been to... oh no... something terrible has happened to him. I know it has! We have to find him!"

As she said this last she again attempted to run off to search. This time Cheerilee grabbed her tail and refused to let go until she stopped struggling.

"Perennial, honey, we'll find him." she assured the filly, "I promise you! He can't be far."

"What'd you see?" Big Macintosh asked Perennial as he gathered the Doctor's things in his own saddlebag.

"Some high grass and bushes." Perennial said with a hiccup, "There's a gap in them... almost like a beaten path."

"Then that's where we'll try first." Cheerilee said. As they began their trek Big Macintosh stopped suddenly and looked at the ground below them, as if noticing it for the first time.

"Big Mac?" Cheerilee asked.

"Ground's cold," Big Macintosh said, running his hoof through the soil, "Freezing."

* * *

Several of the herd's foals played. One was a predator as the rest frolicked away from him. The female Ta sat with her stallion away from the group, ignoring them until an one of the elder mares approached.

"Mus says she has often seen food be made to come from the ground." she said to Ta, "That the Fire gives its secret only to the leader."

"Mus lies." Ta insisted, "Her herd died in the cold. She would have died too, had she not found us. I'm leader here. The Fire will show me, daughter of the Green Grower, its secrets."

Ta turned away from stallion and mare. Her father had understood the secret of Green's growth. But he had never shown Ta herself the secret. Now, on top of that, Mus had come and, instead of chasing her away, Ta had let her graze with them and be protected among the herd. Now Mus sought leadership. Ta realized she may well have to spill some blood to make the her obey her.

Her thoughts were interrupted by some commotion among the herd's outliers. When she turned to look, she saw Mus arriving. The large mare had a strange pony creature on her back. It looked like any other pony of the herd except noticably smaller, with a strange single antler sticking out from its head. A stone was wrapped around it. The mark on its end was something Ta had never seen before, a strange object with what looked like sand inside. Mus hefted the creature off her back and rested it on a large stone in the center of the herd.

"What is this strange creature?" Ta asked, taking a few cautions steps twoard it.

"Does the Green Grower's daughter fear an old horse?" Mus taunted, "Is that fear why the food does not come?"

"The food will come as the Fire wills." she retorted.

"The Fire is for the strong ponies!" Mus shot back, then turned to address the entire herd, "The Fire has sent me this creature, who can make plants grow from nothing! I have seen it. The antler filled with the Fire and when it glows the Green appears!"

"Just as your lies grow from nothing." Ta snapped. She made a much more forceful move towards the new creature, only for Mus to get between them.

"It has strange coverings." Ta said, noticing the black part of its coat that seemed to be separate from its body.

"Ta fears." Mus repeated with a sneer, "She fears the creature just as she would have feared the strange tree it came out from. Ta would have fled-"

Mus sidestepped just in time to avoid a buck from Ta's hind legs. With a cruel smirk, she continued her speech to the herd.

"When I saw it grow the Green before my eyes, I remembered Ta, the daughter of the Green Grower. Wait for her to make your food, the next cold will take you all! I am a true leader! My battle with the creature was great, but the strength of Mus was too great for it! I captured it, brought it here to make us all food!"

Ta looked around at the other ponies of the herd speaking and nodding to one another.

"Why?!" she screamed in frustration, "Why do you listen to Mus!"

"YOu do nothing but watch grass grow." an elder mare said, "Ta forgets we must move and graze. You would make us remain in one place and become food for predators for promises that never come."

"Tomorrow I will find us food." Ta swore, "Enough for us all to eat our fill! I will fight any predators that come for us!"

"I say tomorrow you will stand and stare at dirt, beg the Fire to bring forth the Green. The smaller creatures will steal what is ours and leave us hungry as the larger ones steal our young and ill."

"What I say I will do, I will do!" Ta declared.

"Hmph!" Mus snorted, "The Green Grower is gone! You carry little seeds and specks and know nothing of what to do with them! But tonight, I make them grow! I make food! I am leader!"

"The creature has opened its eyes!" cried a pony from the herd as he noticed the antler'd elder beginning to stir.

"Where's my... wh..."

"Do you want food?" Mus said to the herd, "Or to starve in the cold?!"

The ponies gathered began to cry out for food.

"It is cold... the wolves nip at our herds every day. Ta will give you to the wolves and to the cold! Ta paws at the dirt and begs for the Fire to remember him! My creature has the Fire in its antler! I have seen it. I, Mus, brought it here. This creature is mine!"

"Your 'creature' is an old horse covering itself against the cold." Ta exclaimed, "Mus has been with us too long. It is time she left the herd!"

The two mares locked eyes, and began to circle one another when the elder mare, the mother of Ta's mate, stepped between them.

"Both are right! The Fire is not for mere ponies, but we will die without the food the Fire gives us."

Ta's stallion stepped forward next.

"If this old pony can make the fire come from its antler, create for us food, let us see for ourselves!"

"I am leader!" Ta yelled, "Not nags or stallions!"

"Little Ta tries to talk like a Lead Mare! But does Ta truly wish us to grow food, if she is not the one to make it? I, Mus, will make my creature make our food!"

"I will take it to the Pit of Bones." Ta proclaimed, "And make it tell me the secret!"

"I can help you with food!" a new voice said. Unnoticed by anypony else, the old horse had fully awoken and had been listening to the last few moments of the confrontations.

"Let me go, and I will get you all the food you want!" he said as he stepped down from the rock he had been placed on. He other ponies backed away from him, afraid.

"You don't need to be afraid of me. I'm an old horse. How can an old pony like me harm any of you, huh?"

"Does he truly say...?" Ta asked, as the pony began to rummage through his coverings. He also began looking around the cave itself.

"The Green!" the elder mare said, "He says he can make us the Green!"

"He makes me the Green!" Mus yelled, "I give you food! I am the Green Grower!"

"He will do it for me." Ta said, once again locking her eyes to the would-be usurper, "He will do now."

"He will make the Green only for Mus. He is Mus's creature."

Neither one appeared noticed the that the pony they discussed was still searching through his coverings and growing ever more frantic.

"My time capsule! My bags! Where are they? Must get back to the ship." he turned to the herd of ponies, "Take me back to my ship, and I will make your 'Green' for you! All the green you want!"

"So it is just lies." Ta said with a smirk, "This old horse can not make the Green come!"

"There was the tree..." Mus said, her voice starting to shake, "The creature came from it, then made the Green appear with Fire from its antler..."

The herd began to whisper amongst themselves, no longer so impressed with Mus. Mus began to worry. Ta took this chance to win back her herd.

"You should be strong like Ta, daughter of the Green Grower!" she proclaimed, jumping on top of the rock Mus had rested her prisoner on, "You all heard him. The Green would come. There is no Green! Ta does not lie! Ta does not say "I will do this thing" and then not do it! When Ta says 'I will chase the wolves' does Ta leave you to be devoured in the dark? Do you want a liar for our leader?"

The crowd grumbled their agreement. Mus saw their attitude shifting against her and pressed her face up to the old horse's.

"Make the Green! Make it!" she shouted desperately.

"Your own lies expose you, Mus!" Ta's mate said gleefully.

"Oh great, Mus, who fears nothing!" Ta herself taunted, "O great Mus! Save us from the cold! Save us from the wolves!"

Mus grew desperate. She looked to the old horse.

"Make the Green!" she pleaded, "Show the Fire from the antler, as I saw..."

"I can ignite my horn, but without my supplies I cannot make your plants grow!" the old horse declared.

"Make-"

"I cannot grow your food for you!"

Ta stepped between them, a cruel glint in her eye.

"Let the old pony die. We'll let Mus do it. We'll watch "the Great Mus" kill her strong enemy!"

Mus, enraged by this taunting, pushed to the old horse, shoved him to the ground, and had a hoof raised to come down on his head.

"Make the Green! Make it or I kill you now!" she screamed as Ta continued to mock her.

"Grandfather!"

Just as Mus was about to bring down her hoof, a filly with a short-haired coat and a Mark different from anyone else in the herd charged forward and throw herself at Mus. She butted her head against Mus's flank and beat on the mare's body with her hooves when that seemed to do nothing. Two other ponies attempted to join in the fray but the herd, now alert, quickly penned a female pony while a large red stallion required several ponies to pin down. In the confusion of the fighting, Ta approached the stallion and raised her hoof much the same as Mus had done to the old pony.

"If they die there will be no Green!" the Doctor shouted.

A tense moment followed. Ta relented, the interlopers were held steady by the ponies of the herd. Mus personally took a closer look at the red stallion. She had never seen a pony like this before. He was nearly as big as the stallions of the herd, but none had such colorings as he or the mare did. Colors that would stand out in any wilderness. Nor had she ever seen Marks like these ponies. Flowers with smiles? A large apple? Nopony in the herd had marks so strange. She wasn't even prepared to try and guess what the elder's and the filly's Marks were.

"Kill him!" a voice shouted. The herd saw the Old Nag, the eldest pony in the entire herd, who repeated "Kill him!"

Mus began to do just that when Ta stopped her. They heard the outsiders' mare scream "Big Mac!", but ignored her.

"Wait!" Ta said, "We will not do this thing now! When the Fire appears again in the sky, when it shines down on us, then they will die! We will offer them to the Fire, so that the Fire will grant us the Green."

Mus stared at Ta for a long moment but, seeing she was no longer going to win the crowd to her side, she relented.

"Take them to the Pit of Bones." Ta ordered.

The herd dragged the ponies away, the filly screaming the whole way. Mus and Ta stared each other down once more before Mus stormed away. Ta, pleased with her victory this day, beckoned to her stallion, only to see him stopped by his mother.

"My son is for the lead mare." she declared.

"Yes!" Ta said, "The stallion is mine."

"I don't like what's happened."

"Old nags never like when new things happen." Ta retorted glancing at the pony the herd actually called the Old Nag. Her mate's mother stamped her hoof.

"I was a great leader of many ponies." she said.

"Many ponies, yes." Ta replied, "Many ponies that died when the Fire left the sky and the Great Cold was on us. But the Fire will show us the way again. It will give me the secret of the green, just as you will give me him."

"Ta will lead this herd." the stallion in question said, "If you give me to her, she will remember and always make sure you are fed."

This seemed to sway the elder, as she walked away to contemplate this. Ta and her mate went the other way, only to be stopped by the Old Nag.

"The herd had leaders before this talk of making the Green grow. Growing our food, staying in a single place... this will kill us all in the end. Better to kill the four strangers. Kill them now."

"I have said that we will wait until the Fire is in the sky. Then they die." Ta told her, obviously displeased to have her orders questioned.

* * *

The primitive pony herd threw their prisoners into exactly what their leader described; a reasonably deep pit filled with bones. Cheerilee got herself into a slightly more comfortable position and checked on the others. The Doctor was getting up and muttering angrily to himself. Perennial was clearly afraid, but there was a noticeable relief in her eyes as she saw her grandfather was all right. Big Macintosh was on his side, but like Cheerilee turning himself over to at least be upright.

"Are you all right, Big Mac? Did they hurt you?" Cheerilee asked. Big Macintosh was big and powerful, but even he would have trouble dealing with ponies with mares not too far from him in size.

"Eee-yup. And nnn-ope." Big Macintosh replied, "Worried?"

"Yes. I don't see how we can get out of this."

"We must use our cunning." the Doctor answered for Big Macintosh, "I suppose we should start with trying to climb."

The Doctor suddenly wrinkled his nose in disgust.

"The stench in here. The stench... I'm sorry. It's all my fault. I... I'm desperately sorry."

"Don't blame yourself, Grandfather." Perennial said to comfort him.

"What's that?" Big Macintosh asked, having now gotten himself into a better position to look around the cave.

Three other heads turned to look. As Cheerilee had noticed, the hole they were in was filled with bones of assorted shapes and size. The majority of them were recognizably pony. Cheerilee wondered if this hole was some kind of primitive pony graveyard. Her thoughts in this direction came to a screeching halt when she saw the skulls.

Scattered among the bones were skulls not far different from what Cheerilee and Big Macintosh had seen soon after leaving the ship. Given how big this group of Earth Ponies was, Cheerilee realized that the skull they had found initially could well have belonged to one of them. She also realized something far more horrible.

Every skull in the pit was broken. Not merely from age or accident, but they all had been caved in from the top. As if someone had made a deliberate attempt to stomp them flat.

Just as she had seen the Earth Pony primitives about to do to them before the Doctor changed their minds.

"They're all the same. Big Mac... did you _have_ to point that out to us...?"

_**TO BE CONTINUED**_


	3. The Plains of Terror

"It's all my fault." said the Doctor, "I... I'm desperately sorry."

"Don't blame yourself, Grandfather." Perennial said to comfort him.

"What's that?" Big Macintosh asked, having now gotten himself into a better position to look around the cave.

Three other heads turned to look. As Cheerilee had noticed, the hole they were in was filled with bones of assorted shapes and size. The majority of them were recognizably pony. Cheerilee wondered if this hole was some kind of primitive pony graveyard. Her thoughts in this direction came to a screeching halt when she saw the skulls.

Scattered among the bones were skulls not far different from what Cheerilee and Big Macintosh had seen soon after leaving the ship. Given how big this group of Earth Ponies was, Cheerilee realized that the skull they had found initially could well have belonged to one of them. She also realized something far more horrible.

Every skull in the pit was broken. Not merely from age or accident, but they all had been caved in from the top. As if someone had made a deliberate attempt to stomp them flat.

Just as she had seen the Earth Pony primitives about to do to them before the Doctor changed their minds.

"They're all the same. Big Mac... did you _have_ to point that out to us...?"

_**MY LITTLE PONY: FRIENDSHIP IS MAGIC**_

_**and**_

_**DOCTOR WHO**_

IN

AN UNEARTHLY FILLY

PART 3

Based on episodes by originally written by Anthony Coburn

Night had fallen, and most of the herd now slept. Only the outliers and scouts stayed awake to watch for predators, and they paid little heed to what happened within the herd. Among the ponies, sleeping both on their feet and on the ground, one rose. The eldest among them. One who had previously led this herd until she was deemed no longer fit. One who long understood the need to constantly be on the move, and could not grasp why the younger ponies were so determined to remain in one, unprotected place.

The Old Nag rose and maneuvered her way through the herd, careful to avoid stepping on anypony and give herself away. She saw the herd's leader, Ta, sleeping beside her mate and let out a low snort. Once away she moved toward a hole kept far from the herd. Far enough away that a pony would not see it from the main grazing lands of the herd proper.

The hole in which the dead were kept, and enemies killed. The Pit of Bones.

She did not see Bron, Ta's mate, stir. Did not realize Bron had been seen her leaving. Nor did she know that Bron alerted his mate to the Old Nag's disappearance.

* * *

The four ponies from the TARDIS weren't bound, but that was small comfort given where they were at the bottom of a pit filled with the bones of other ponies.

"Oh, it's hopeless." said the Doctor, "Hopeless. Even if we should be able to climb out of this hole, those savages would simply run us down."

The hole they were in was not exactly deep. Its sides, however, were sloped to enough of a degree that multile attempts by each pony to simply climb out had ended in them inevitably being unable to keep a hoofhold and sliding back down. They had discussed the fact that, as a unicorn, the Doctor could levitate himself or others out. Given the need to do so with four ponies, the Doctor would soon exhaust himself. Sending just one or two up to find something to help climb down with was also rejected. There was no guarantee they could even find anything among the primitives or the wilds around them to use. Worse still, if they took too long and were noticed the primitives might take their frustrations out on those left behind. Or simply not bother re-capturing whoever was found above.

Big Macintosh was lying on his side after his most recent failure at climbing out. It had been the most successful, with him having been able to see over the rim of the pit before he fell.

"Nopony aroun'." he reported, "Thought I saw somethin' in the distance."

Cheerilee came sliding down a second later from her latest attempt.

"I saw it, too." Cheerilee said, "Somepony coming towards us, but slowly. There's no guarantee it will be anything helpful. So don't count on it."

"Oh? You obviously are." said the Doctor.

"Well, of course I am." Cheerilee snapped, "Any hope is better than none! Now are you going to lie there critcizing us or do something? If you can't magic us out of the hole how about seeing if you can find something to help us climb?"

Perennial came down next, she had adopted a strategy of trying to leap up the slope rather than run or climb it. She got about two hops in before she lost her footing.

"Oh, this is no good!"

"Don' give up." Big Macintosh said in encouragement. Cheerilee took a deep breath and tried again. The Doctor, meanwhile, began looking around the area himself. Once satisfied his horn began to glow and, with it, some bones from the pile around them floated out towards the ponies. They stuck themselves into the wall of the hill.

"Try those bones." he said "They may... yes they'll work as steps. Or anchors, perhaps."

"I knew you'd think of something, Grandfather!" Perennial said in glee.

"With that, and perhaps a boost from myself, we can try and get you out first rather than take it in turns." the Doctor said, nodding to Big Macintosh. Big Macintosh simply raised an eyebrow, as if to ask why he was specifically being helped first.

"We've got to get you free first!" the Doctor explained, "You're the strongest, and you may have to defend us."

Using the bones to balance on was no easy feat, after all. Big Macintosh had even less success with those than simply trying to climb. The Doctor held off on using his magic to lift him out until he was near the top of the pit.

As Perennial quietly cheered him on, the Doctor rested himself next to Cheerilee, who watched their struggle with a concerned expression.

"We mustn't think of failure." he said.

"What?" Cheerilee asked.

"Well, try to remember, if you can, how you and the others got here. Concentrate on that please. Escaping this hole will mean nothing if we cannot find our way back to the ship."

"Yes, I'll try." Cheerilee said, then after a moment, realized something, "You're trying to help me."

"It never occurred to me that you were afraid." she admitted.

"Fear is with all of us, and always will be." the Doctor replied, "Just like that other sensation that lives with it."

"And that would be?"

"I believe you referred to it yourself as 'Hope.' Hope, Cheerilee."

Perennial got tired of simply watching and made a fresh attempt at getting up the hill herself. She got only a step or two further, and no where near as far as Big Macintosh had. She and Big Macintosh were the first to see the pony that appeared at the rim of the hole. A pony older than any they had yet seen. She looked down at them.

"You will not bring the green."

* * *

"Tell me." Ta said to her mate once they were away from the majority of the herd.

"The Old Nag snuck away from the herd." said Bron.

"Why did you let her?" Ta whispered harshly, "She is old. You could easily have stopped her."

Ta looked at the ground below and sniffed at the wind blowing around them.

"She has gone to the Pit of Bones."

"No." Bron gasped, "She's going to kill the strangers."

"Did she say this?"

"No. But she goes to the pit and fears us learning to grow our food."

"You should have stopped her!" Ta repeated.

"With Mus close by?" Bron said back, "Leaders watch awake when others sleep. The strange herd can not show us how to grow food if the Old Nag kills them."

"Hm." Ta mumbled, following her mate's line of thought, "If I stop her killing them, they will give the Green to me, and not to Mus!"

With that the two ponies began their gallop to the Pit of Bones.

* * *

Negotiations with the old pony were very simple. They wanted freedom, she would set them free. She claimed to know the locations of solid stones on the sides of the pit that could be used to enter and leave it freely. Her only demand was that they not teach the pony herd about growing food. Perennial and the Doctor readily agreed, since it meant their freedom. As did Cheerilee, who knew that the Earth Pony discovery of farming was an inevitability, and they would learn it with or without their intervention. Only Big Macintosh seemed to object, and more out of principle. Once agreed the old pony guided them to the opposite end of the pit. They were difficult to see in the dark but a little magic from the Doctor illuminatd the area and, just barely, they could see small steps much like the ones the Doctor had tried to create using bones.

With the Doctor's light, all four easily climbed out of the pit. The only one to have any difficulty was Perennial. The filly wasn't quite big enough to reach each and every stone. Despite the potential exhaustion the Doctor gave her a magical lift when she got stuck. It was just as the last of the four were coming out of the hole that the old pony sniffed at the air, followed by a look of fear.

"Hurry!" she cried, "Hurry!" They come! Go across the hill and into the trees!"

She gestured off into the distance to the hill she meant. Cheerilee noted with relief it seemed to be in the same general direction as the TARDIS and the small wood they had gone through to reach the herd. The four ponies began a rapid gallop and started their escape.

* * *

Ta and Bron appeared just as the four ponies of the strange herd had crossed the hill.

"She set them free!" Bron shouted.

"They would have grown food!" the Old Nag declared, "The would have trapped us in one place!"

The Old Nag made an attempt to stop Za from passing her. The mare's body, old, frail, and far from the Lead Mare she had been in her prime, was no match for Ta as she shoved the Old Nag to the ground. The Nag groaned as she lay on the ground.

"They've gone into the night." Ta said in despair.

"They have taken the green's secret with them."

"The predators will kill them. They will kill us if we follow."

Bron looked to the Old Nag who may very well have doomed them all, then back to his resigned mate.

"You are the Lead Mare." he told her, "You are as strong as any predator. You and the herd will be even stronger when you learn the secret to keeping all fed."

Ta mulled over these words for a moment. Then, with a fierce nod, she galloped out to the hill she had seen the strangers cross. Bron followed right behind.

The Old Nag attempted to get back up, only to fall back to her side in exhaustion as her body gave out on her.

* * *

The ponies ran through the woods as fast as they dared. Roots, stones, and darkness prevented a full gallop but they went through it as quickly as they could without risking injury. The wood wasn't large and they soon found their way back into open plains. Perennial and Cheerilee began recognizing some landmarks from their first trip through. The Doctor, bringing up the rear, soon began to lag behind the rest. He soon stopped entirely and leaned against a tree, breathing heavily.

"Stop..." he gasped, "Stop... just a minute... let me get my..."

"Nnn-ope." said Big Macintosh. They couldn't remain in one place too long.

"Just a moment..." the Doctor asked.

"Hmm."

"I know, I know that but I must get breath... I must breathe."

"I'll carry ya." Big Macintosh told him.

"Oh, there's no need for that!" the Doctor asserted suddenly, "Don't be so childish. I'm not senile. Just let me get my breath for a moment..."

"Oh, Grandfather, come on."

Perennial came over and offered her shoulder for the Doctor to lean on and help move. The Doctor, more willing to accept the filly's help over Big Macintosh's, accepted the offered shoulder.

"Yes... I'm not so young, you know..." the Doctor said as they went ahead.

As they progressed, Cheerilee found herself growing steadily more nervous. She wasn't like Twilight Sparkle, or Rainbow Dash, or even the Cutie Mark Crusaders. She wasn't an adventurous pony and had never even set foot in the Everfree Forest, the woods outside Ponyville that managed without any kind of pony assistance. Now here she was in exactly such a place.

She was actually beginning to prefer the more imminent threat of the pony tribes. At least they were still ponies. That was infinitely preferable to the vast grasslands covered in darkness and inhabited by Celestia-Knew-What making terrible noises. She found herself walking closer to Big Macintosh as they moved.

"Are you sure this is the right way?" she asked him.

Big Macintosh nodded.

"Reckon so."

This did little to assure Cheerilee. Big Macintosh must have noticed because he pressed his own side against hers.

"We're free, Cheerilee. We'll find our way."

Cheerilee managed to calm herself some. They began to move to where Perennial and the Doctor had gotten ahead of them when a sudden bellowing noise stopped them both cold. It took every ounce of Cheerilee's self-control to keep from simply bolting at full gallop. Big Macintosh looked rattled himself. They looked at one another, nodded and forced themselves forward at their regular pace.

"I'm sure I remember this place..." Perennial was muttering, "We passed by those large stones up ahead at one point."

"Eee-yup." Big Macintosh said, "Was left of us, first time."

"If that's right then we must be close." Cheerilee said. She turned to the Doctor, on whom their trek had taken the largest toll, so far.

"How are you feeling?" she asked. The Doctor waved his hoof at her.

"Oh, I'm all right. Don't keep looking upon me as the weakest state of the-"

The Doctor's protests were interrupted by a sudden gasp by Cheerilee. Big Macintosh rushed over and looked to where she had turned he rhead.

"What is it?" he asked Cheerilee.

"I don't know. I just don't know." Cheerilee said, "I heard something in the grass."

"Oh, what nonsense!" The Doctor said, though he clearly wasn't too convinced of his own bravado.

"The grass and bushes over there moved!" Cheerilee said, panic starting to rise, "I saw them! We're never going to get out of this terrible place, are we?! Never, never, ne-"

Cheerilee stopped short as Big Macintosh put his foreleg over her shoulders and held her close.

"Could she have really seen something, Grandfather?" Perennial asked.

"No!" the Doctor said emphatically, "Sheer nonsense, child. Imagination."

Big Macintosh held Cheerilee tight as fear finally won out. The schoolteacher sobbed into Big Macintosh's shoulders while he offered what few words of comfort he could.

"We'll get ourselves back to the ship, Cheerilee. Just how we got outta that hole. We'll be safe, then."

"I'm sorry, Big Mac." Cheerilee said, trying to calm herself, "I'm not sure what's coming over me."

Despite a few tears still in her eyes, she forced a grin at Big Macintosh.

"I'm so cold." Perennial said with a shiver as the wind started to pick up.

"Oh? I'm hot with all this exertion." The Doctor said, levitating a hankerchief to wipe his brow.

"Let's rest." Big Macintosh said. They had been traveling almost non stop for most of the night.

"Good..." Perennial said, laying down flat on the ground, "Any chance of them following us?"

"I expect so."

"Eee-yup. So we won't stop long."

"Do you think I want to?" the Doctor asked.

"Nnn-ope." Big Macintosh replied. Cheerilee, now calmed down, approached the two stallions.

"I say we change our order." Cheerilee said, "You and Perennial up front. She seems to remember the way back the best. Big Mac and I will bring up the rear."

"You seem to have elected yourself leader of this little party." the Doctor said with a snort.

"We don't exactly have time to vote." Cheerilee said.

"Just so long as so you understand that I won't follow you blindly."

"If it were just us," Cheerilee snapped, "You could find your own way back to the ship!"

"Aren't you a tiresome young mare!"

"And you're a stubborn old goat!" Cheerilee shot back. She was quicker to anger than she usually was. Probably because it helped keep her being afraid, she thought to herself.

"You'll lead. Perennial and I will be in the middle. Big Macintosh will bring up the rear because that's the safest way! I still swear I heard something when we stopped."

"Oh, sheer imagination." the Doctor said dismissively.

"Why are you so sure?!" Cheerilee asked.

"Because I won't allow myself to be frightened out of my wits by mere shadows. That's all!"

"Fine, then!"

With that, the party of four sat down to rest.

* * *

Ta and Bron tracked their quarry through the small wood and through the grass.

"Look!" Bron said, "Their path is obvious."

"Have they no sense?" Ta asked. Those ponies had run through heedless of covering their tracks from predators. Even their scents were still lingering clearly.

"With their strange colorings and this, it is odd they have not been devoured." Bron agreed.

As if attracted by the stallion's words, the howl of wolves suddenly pierced the night.

"It was wrong to do this." Ta said, "We should not have followed them."

"It is too late to turn back." Bron said. Ta considered this, and found she agreed.

* * *

The ponies finished their rest. Big Macintosh was first to his feet.

"Time t'move." he said. He nodded his head to the Doctor to take the lead.

"Yes yes yes." the Doctor said as he got up. Big Macintosh offered a hoof to help Cheerilee to her feet. Despite her rest Cheerilee's exhaustion caught up to her after a few steps causing her to stumble. As Cheerilee got herself back up her eyes caught sight of something previously obsured by teh tall grass. Something she now got a very good look at. And, with that very good look, Cheerilee screamed.

* * *

"This way!" Ta said, hearing the scream, "That was one of their mares!"

* * *

Cheerilee's last reserves of courage had left her upon coming face-to-face with the mangled, mostly devoured body of an animal. A pig by the looks of it. Big Macintosh wrapped his forelegs around her and tried to calm her. Perennial cautiously walked up to the body and prodded it with her hoof.

"A dead animal." she stated.

"It's just been killed." the Doctor observed, "And by a larger animal, too."

Big Macintosh, thinking he'd seen something move, squinted off into the distance. Though still far away, he thought he saw two pony-like figures off in the distance.

"Think they found us." he warned his companions. He gestured to a large stone not too far away. Big Macintosh wasn't sure if they had been seen yet, but the ponies were in no condition for a chase. Better to hide and hope they would pass by or provide an opportunity to get the jump on them. A fight wasn't much a better alternative, but it gave them a better chance.

They watched as the two primitive ponies finally reached their location. They were examining the ground around them. Specifically, Big Macintosh realized with dismay, the areas where their movement had bent or broken the high grass. It was no wonder they'd been so quickly tracked. The two ponies, a stallion and mare, thankfully looked away from them while examining their rest site. The stallion was about to move forward when the mare stopped him and went in his place.

She moved cautiously, sniffing at the air and checking the ground. Something had her spooked, Big Macintosh realized. He had no idea what though, until the mare, suddenly turned and tried to bolt. With horror, Big Macintosh saw that a predator, a mountain lion of some kind it looked like, had been hiding in the brush not far at all from where they had been. It leapt from the hiding place it had been using and landed square on the pony's back. The pony began bucking like there was no tomorrow as the big cat slashed at her back and neck. The stallion stood away, trying and failing to find a way to intervene without hurting his companion.

The pragmatic side of Big Macintosh knew that this was their chance to get away. That regardless of how this fight ended any pursuit would be either dealt with or too injured to continue.

However, when other ponies' lives were at stake, Big Macintosh was not a pragmatic pony. He looked to Cheerilee. No words needed to be said to let him know she agreed wholeheartedly. It didn't matter that these ponies were threatening them, had taken them prisoner and chased them through the wilderness. They needed help and if they did nothing that cat would finish 'em off.

'Sides, Big Macintosh thought, That could've been us.

Big Macintosh and Cheerilee rushed out from behind their hiding place. Big Macintosh heard Perennial struggle with her grandpa as he held her back from following.

"What are you doing?" he cried out to the pair.

They arrived just as the female pony had successfully bucked the wildcat off her back. Cheerilee immediately ran to her while Big Macintosh went for the wildcat. It was a good sized critter, but it was also stunned from the fall it had taken when the pony had bucked it off her back. Big Macintosh gave it a swift kick of his own and sent it scurrying back to wherever it came from.

"No! Keep away!" he heard a stallion's voice say.

Big Macintosh saw Cheerilee trying to tend to the mare's injuries. The cat had slashed her sides and back up something fierce. Cheerilee's efforts were hampered by the stallion, who stood protectively over his girl and wouldn't let anypony near her.

"Let me look at her." Cheerilee pleaded.

"No!"

"I am your friend, don't you understand? Friend. I want to help you."

The stallion looked unsure, but Cheerilee's sincerity was winning through.

"Friend...?" he asked.

"I want some water." Cheerilee explained, "Do you know where I can find water to help treat her wounds?"

The male pony considered this for a moment before gesturing with his head.

"Water is there."

Big Macintosh followed the direction the pony had pointed and found a watering hole. He examined it to make sure the water wasn't dirty or stagnant and, once satisfied, slipped off his yoke and rummaged around a small compartment he kept little necessities in. He extracted an empty canteen from it and filled it with water from the little pond. Putting his yoke back on he returned to the party.

When he returned, Perennial and the Doctor were both with Cheerilee. He paid them no mind and instead went straight to Cheerilee to give her the canteen. She took the canteen and poured its water over the worst of the female pony's injuries. Perennial snatched the Doctor's handkerchief from him and gave it to her teacher to help clean the cuts. The Doctor, though clealry annoyed, neither helped nor hindered them. The stallion, for his part, stared in amazement at the canteen, having never seen a way to carry so much water at once. Big Macintosh was more impressed with Cheerilee's knowledge of first aid. He knew she fixed up cuts and scrapes for her kids, but had never realized she was that proficient.

"Plenty of blood, but the cuts don't seem as bad as they looked." Cheerilee finally said, "These ponies heal up pretty quick by the look of it."

Perennial breathed a sigh of relief. Big Macintosh figured that cuts like that were bound to leave some scars. But then, with ponies like these, those could well be badges of honor.

"Well, we've lost our chance to get away, I think." Cheerilee remarked as she continued to work on the mare's injuries, "Though I suppose we have only ourselves to blame."

"Eee-yup." Big Macintosh agreed, then shrugged, "Nothin' for it."

Cheerilee nodded. She continued cleaning the worst of the injuries. They had nothing for bandages, but there was no helping that. The mare moaned as Cheerilee dabbed at the cuts. The stallion made noises of concern as well. The Doctor, evidently having had enough, finally stepped forward.

"What exactly do you think you're doing?" he asked.

"Do you have any antiseptic on the ship?" Cheerilee asked, pointedly ignoring the question.

"Yes." Perennial answered, "Lots."

"One minute ago, we were trying desperately to get away from these savages" the Doctor said.

"And now we're helping them." Cheerilee replied, "What about you, Doctor, can you help?"

"I'm not a doctor of medicine." he told her as he stepped away.

"Grandfather, shouldn't we try to make friends with them."

"Oh don't be ridiculous, child!"

"Why are you so sure?" Cheerilee snapped, "Must you treat everybody and everything as if it were less important than you!?"

"You're trying to say that everything you do is reasonable and everything I do is cruel." the Doctor shot back, "But I'm afraid your judgement's at fault here, Miss Cheerilee. Not mine. Haven't you realized if these two ponies can follow these- or any of these ponies can follow us- the whole herd might descend upon us at any moment?"

"The herd is asleep." the male told him.

"And what about the old one who helped our escape, hmm? You understand?"

The stallion seemed to ponder this. It was Cheerilee who spoke first.

"He's right." she admitted with clear reluctance, "We're too exposed here. We'll have to carry her back."

"You're not going to take her back to the ship?" the Doctor asked hotly.

"Big Mac," Cheerilee asked, again ignoring the Doctor's indignation, "Do you think you can carry her if we put her on your back?"

"Eee-yup."

"Good. And as for your questions," she said, turning to the Doctor, "Yes, we are taking her back to the ship, and I don't believe the old mare would give us away. Why help us if she was going to do that?"

"You think so? They have logic and reason, have they? Can't you see their minds change as rapidly as night and day? She's probably telling the whole herd at this very moment!"

* * *

In fact, the Old Nag was only just finally getting back to her hooves. She had lost consciousness after Ta had shoved her down. She opened her eyes just in time to see Mus appear. She looked furious.

"The strangers." she demanded, "Where? Where!?"

"Gone." the Old Nag mumbled.

"Where is Ta?"

"Ta... and Bron... have gone after them."

"How? There were hairs around their legs. They could not move!"

Mus held the old mare down, pressing her hoof against the Nag's head.

"Ta helped them get free? They have gone with Ta to show her the Green?"

"No... they will not make the Green." The Nag said, "No more talk of staying in one place."

Mus stared at the old nag and realized something.

"Old Nag... you helped them..."

Mus raised up her hoof, but only for a moment...

* * *

The ponies' attempt to move the injured mare had not gone very well, initially. The mare was much bigger than Cheerilee and Perennial so lifting her was a chore. The stallion also turned aggressive when he realized they intended for Big Macintosh to carry her.

"No!" he shouted, "She is mine!"

"We only want to help!" Perennial told him.

"He doesn't understand, Perennial." Cheerilee explained, "He's jealous of Big Macintosh."

As if the help make the point, the Stallion spoke up again.

"What do you do? You are like... a mother to the foal. Why not kill?"

Cheerilee struggled with how to explain things like kindness and friendship. Traits a pony forced to survive in the wilderness would have only passing acquaintance with. Big Macintosh, short with words but good with meaning, got it across first.

"We'll fix her up." Big Macintosh told him, "Then I'll teach ya farmin'. You take us back to our..."

"...Our home." Cheerilee finished, seeing him stumble on what word to use for the TARDIS.

"Listen..." said the hurt female, "They do not kill..."

The mare followed up with a request for water. Her stallion, taking the canteen in his mouth, moved to get it. The Doctor watched him go, the stallion, wary, watched him until he was out of sight.

"How about giving us a hoof, Doctor?" Cheerilee asked, "Or a horn."

The Doctor simply turned his back on them.

"He's always like this if he doesn't get his own way." Perennial explained.

"I'm sure the old mare won't give us away." Cheerilee insisted, "And, as soon as these two are ready, we should get back to the ship."

The Doctor came forward to join the rest of the party. Cheerilee hoped this meant he would help, if only to get them all moving again. Unnoticed by either Cheerilee or Perennial, a stone on the ground began to move forward of its own accord, surrounded by an orange glow. It didn't get very far before Big Macintosh's hoof smashed it into pebbles. The red stallion simply glared at the Doctor.

"Nnn-ope." Big Macintosh told him.

"I'm sure I've no idea what you mean." the Doctor said innocently.

"Nnn-ope."

"Well," the Doctor stammered under Big Macintosh's gaze, "I-I was going to get her to draw our way back to the TARDIS.

"Nnn-ope."

Big Macintosh left it at that, and the Doctor helped levitate the mare herself onto Big Macintosh's back. It still required some aid from Cheerilee and Perennial to position her just so on Big Macintosh's back. Once they were all arranged and the stallion primitive returned they all resumed their trek.

* * *

"She will tell!"

Mus had woken the herd and brought them to where the Old Nag had lay. They looked at the Nag and tried to wake her, but once they prodded and tried to move her they realized the truth. She was dead. Somepony had killed her.

"I see what has happened." Mus told them, "I see things with them, even as I sleep. Ta and Bron... came to free them and get the secret of the Green. The Old Nag saw them. Ta killed her."

The ponies of the herd muttered to themselves. Bron's mother seemed to have the hardest time accepting this news.

"The Old Nag is dead..." she said, "It can only have been as you see."

"Ta has gone with them!" Ta announced, "Taking them to their tree! Ta takes away the green!"

Mus turned around to make sure the entire herd heard her speak.

"Now I, Mus, lead the herd!"

* * *

The ponies from the future were growing weary, but continued on knowing they were close. Perennial was the first to see it.

"The TARDIS! It's the TARDIS!"

Their celebration was cut short when, from the tall grass, several of the pony primitives got up from where they had been crouching.

"Get back!" Cheerilee yelled. They turned only to come face-to-face with the pony that had kidnapped the Doctor. She grinned a malicious grin. Cheerilee could only scream in shock.

_**TO BE CONTINUED**_


	4. The Green Grower

The ponies from the future were growing weary, but continued on knowing they were close. Perennial was the first to see it.

"The TARDIS! It's the TARDIS!"

Their celebration was cut short when, from the tall grass, several of the pony primitives got up from where they had been crouching.

"Get back!" Cheerilee yelled. They turned only to come face-to-face with the pony that had kidnapped the Doctor. She grinned a malicious grin. Cheerilee could only scream in shock.

_**MY LITTLE PONY: FRIENDSHIP IS MAGIC**_

_**and**_

_**DOCTOR WHO**_

IN

AN UNEARTHLY FILLY

PART 4

Based on episodes by originally written by Anthony Coburn

The four ponies from the TARDIS were led back to the herd. The ponies from the primitive herd were far too numerous to even think about fighting with. They forced Big Macintosh to continue carrying the injured mare. Most likely, Cheerilee thought, to keep him from fighting or running. Or perhaps it simply had not occurred to them to make him drop her. The male pony was led along with the Cheerilee, Perennial, and the Doctor. There was no doubt he a prisoner as well. As soon as the group was in the middle of the herd, they had Big Macintosh place the female pony on the grass, then immediately surrounded them all so they could not move or run.

One of the ponies stepped forward. Cheerilee recognized her from their first capture. She was the one who had argued with the mare over leadership and farming. Looking between them, Cheerilee noticed both ponies had had nearly identical cutie marks, showing what looked like a crude drawing of a single pony standing above two others. She looked around at the other ponies in the herd and saw other crude but identical cutie marks among them. Some had a pony split from the remainder of the herd. Some females had an adult pony next to foals. While similar cutie marks were far from unheard of, Cheerilee had never before heard of ponies with identical ones.

Then again, Cheerilee theorized, Modern Equestria has so many things for everypony to do. A herd like this probably only had so many tasks and talents to go around. If both these ponies have a talent for leadership, it was no wonder they're in conflict.

Cheerilee was so caught up in her thoughts she almost didn't notice the female pony start to speak.

"Ta and the male went with them. I, Mus, stopped them!"

"They saved Ta from death!" the male said, attempting to explain.

"They showed how to leave the Pit of Bones and went with them!" Mus shouted over him.

"The Old Nag freed them!" The male shouted just as loud. Mus looked down in disdain at the injured pony, Ta. Rather than yell again, her next words were said low and with contempt.

"Ta is so weak, a male speaks for her." This was too much for the male.

"It was the Old Nag! She showed them how to climb out the Pit of Bones!"

"The Old Nag can not speak." Mus said, "She can not say she did this or that. She is dead. Ta killed the Old Nag!"

Ignoring the male's objections, Mus walked over and held up Ta's foreleg with her own.

"The Old Nag was killed by Ta's own hooves!"

The herd was turning ugly. They were ready to lynch Ta and her stallion until a new voice entered the conversation.

"There's no blood on those hooves."

Mus's eyes widened. She looked to the Doctor.

"I said those hooves have no blood on them!"

The herd took a look and noticed the same thing. Cheerilee hoped it didn't occur to any of them that they had cleaned Ta's coat to remove any blood from the predator attack. The Doctor seemed to have matters under control, however. That's when Cheerilee noticed the other mare's hooves...

"Those hooves lie." Mus claimed, "They do not show what they have done."

"Finer than your own, my dear." the Doctor said, "I have seen these hooves fight a fierce creature and send it fleeing. Can yours say the same."

"I will show you what my hooves can do!" Mus yelled and reared up, ready to use her front hooves to pound down on the Doctor, only to find her momentum stopped by the sudden appearance of an orage glow surrounding her. Stuck that way, in the Doctor's telekinesis, her forelegs were on prominent display to everypony in the herd. Everypony could see what Cheerilee had noticed. While the herd's ponies were not one for keeping their hooves clean, Mus was the only one whose muddy legs were also covered in red.

"These hooves have blood on them." the Doctor said, his horn glowing orange with the spell to keep Mus suspended, "You can clearly see what these hooves have done."

Still not releasing his spell, he walked over to Ta.

"Did you kill the old pony?"

"I did not." Ta replied. The Doctor and turned to Mus.

"You killed the old pony!"

Mus's eyes showed a clear mixture of fear and defiance. She closed her eyes, then opened them and shouted.

"Yes! She freed them. She did this. So I, Mus, I killed her!"

The crowd continued to turn ugly, but now their fury had a new target. The Doctor was perfectly willing to fan the flames.

"Is this your strong leader?" The Doctor called out to the herd at large, "One who kills your elders? Hmm? Huh? He is a bad leader! He will kill you all!"

The herd ponies were now beyond furious. Cheerilee recognized that all it would take was just one more push. The Doctor looked to her and gave a brief nod. His horn flared up in orange light and threw Mus to the ground.

"Drive her out!" he called, "Drive her out!"

Big Macintosh picked up on the Doctor's cue as well. He rushed forward and tackled Mus as the pony tried to stand. Cheerilee saw this serve as that last critical push as the entire herd now took up the Doctor's cry of "Drive her out."

Mus made one valiant attempt to fight back. It was futile before the mass of assembled ponies who then proceeded to chase the would-be leader into the night. As the herd focused on running Mus out, Cheerilee watched Big Macintosh approach the pony Ta.

"The herd is more 'n one pony." he told her. Ta took a moment to consider this as the herd returned. Once all were back, she addressed them.

"Mus is no longer of the herd. We will watch. We will all fight Mus if she returns. We will watch."

The herd nodded at their leader's words. They also obeyed their leader's next command.

"Take them to the Pit of Bones."

The four outsiders found themselves trapped once again in the mob of primitive ponies. Big Macintosh was the first to respond.

"I'll each ya farmin'." he told Ta, "You don' gotta do this."

Ta did not listen, instead assigning ponies to guard the pit so they could not repeat their escape attempt. Big Macintosh began to try and wrestle his way out.

"Don't struggle." the Doctor told Big Macintosh. As they were being led away, Ta gave one last order.

"If you see them leave the Pit, kill them."

Once the majority of the other ponies were away, Ta rested herself back down on the grass. She looked to her mate.

"Tell me," she said to Bron, "What happened after I fought the cat."

"You were stronger than the beast." Bron told her, "You threw it from your back and the red one finished it off. Then you lay on the earth. I believed you dead."

"What did they do?"

"The lead mare of their tribe came to you. She did not kill. She called herself 'Friend.'"

"They must come from the mountains." Ta said.

"Nothing runs there." Bron scoffed.

"There are others there! This new herd must come from there. Continue."

"I did not understand all they did. They moved slowly. They were not fierce. Friend was like a dam guarding her foal."

"They are a new herd." Ta realized, "Not like us. Not like Mus. The mate of Friend, he spoke to me."

"What did he say?"

"The herd is more than one pony."

"I do not understand." Bron replied.

"The whole herd drove away Mus. The whole tribe can fight a beast where one would die."

Bron thought about this. Looking up at the late night sky, he asked another question.

"They can not be of the mountains... do... do you think they could have come from the Fire?"

"No." Ta shook her head, "But they do understand how the Fire brings the Green... and they will not tell us."

"So you will not kill them?"

"No. The leader must be able to provide food. I do not want to be driven out like Mus. I must grow the green." Ta laid her head down, "I will rest. Then I will speak with them. I must learn more. Their leader Friend will know more."

* * *

"Is this what you wanted Mr. Macintosh?" Perennial asked as she carried a batch of the dark soil from the pit using one of the skulls.

"Eee-yup." Big Macintosh told her. He took the skull in his mouth and dumped it on the ground in front of him. He used his hooves to spread the soil over some seeds he had planted earlier. Cheerilee supposed she shouldn't be surprised that Big Macintosh always carried a few seeds on him. She wondered if he'd collected any during their initial exploration or when they had rested during their earlier escape. The more pressing question on her mind, however, was why Big Macintosh insisted on planting any of his seeds here of all places.

She could only suppose it gave him something to do, as a full day and night passed above the pit. The ponies had taken the opportunity to get some sleep and get rid of some of their exhaustion from the failed escape but otherwise had little else to occupy them.

"Will it really grow so quickly?" Perennial asked. She had taken to eagerly watching Big Macintosh's project to see what would happen.

"Eee-yup." Big Macintosh explained, "Good soil 'n' compost here. Few personal touches will finish the job."

Despite being one herself, Cheerilee never failed to marvel at the age-old ability of Earth Ponies to grow plants more efficiently than anypony else. Regardless, Cheerilee wondered if Big Macintosh was pushing his luck, apparently trying to make a plant grow in just one day.

The Doctor wasn't watching Big Macintosh. Instead he was looking up at the edge of the pit. Cheerilee noticed and, following his gaze, saw the pony called Ta walking the stone path the old mare had previously shown them to enter the pit. She looked to Big Macintosh, then turned to Cheerilee.

"You are the one called 'Friend?'" Ta asked as she walked up to Cheerilee. It took Cheerilee a moment to realize what she meant.

"Yes." she replied.

Big Macintosh looked up, apparently only just noticing the new arrival. The Doctor chastised him and told him not to stop.

"Bron said you are 'Friend.' I am Ta. You are lead mare of your herd?"

"Um, no." Cheerilee nodded to the Doctor, "He's the one who leads us, actually."

Ta looked confused at the idea of a male as leader. Perennial chose this moment to speak up.

"Are you going to set us free, Miss Ta?"

Ta did not respond to the filly. She simply glared at her until Perennial backed away.

"I think you come from the mountains." Ta said, "Show me how to grow the Green, and I will take you to those mountains again. Do not show me, I will leave you in the pit."

"Jus' about got it." Big Macintosh said, apparently oblivious to the conversation around him.

"Do you understand?" the Doctor asked Ta, "We are bringing the Green. For you!"

"I am watching."

Big Macintosh stopped his work and looked Ta straight in the eyes.

"Everypony should see." he said.

"Every pony cannot be leader."

"That's perfectly true." Cheerilee said, "But in our herds, growing food does not make one a leader by itself."

Ta snorted in disbelief.

"He is but one among many who can grow food." The Doctor explained.

Cheerilee and Perennial looked at one another, hoping the Doctor wouldn't try to claim they could.

"There." Big Macintosh said.

The ponies broke off their conversations and looked at Big Macintosh's hooves. From the ground, fertilized by the minerals left from the decaying bones and tended to all day and night by Earth Pony magic, a small bud came from the ground. Ta looked on in amazement.

"Show 'em." Big Macintosh said.

Ta nodded. Using a skull much as Perennial did before, she dug out the plant and carried it up out of the pit. The others made to follow. Ta initially glared at them, then nodded and went up out of the pit. The other ponies decided to follow behind her.

"So can we go, now?" Perennial asked hopefully.

"I don't think we can go quite yet." Cheerilee replied.

"Give her a chance, give her a chance." the Doctor said, "Let her show her herd the plant, establish her leadership and she will let us leave."

"Shouldn't we teach 'em more." Big Macintosh said.

"No." the other three said together.

* * *

Ta carried the skull with the green plant inside. Though just a bud, the fact that it was grown through the work of a pony instead of just on its own left the herd in awe. The outsider ponies followed close behind, standing at the edge of the Pit of Bones.

"Green!" Ta cried after setting down the skull and the plant.

The herd crowded around to stare at it.

"I give you the green!" Ta said, "I am leader! We will feed and give water to our new herd!"

The ponies cheered, except for one. The elder mare who was Bron's mother.

"Our grazing begins to run out."

"It will last!" Ta said, "Long enough to grow food of our own."

The ponies were lead into the center of the herd, brought near a small watering hole to drink from. There was grass enough around them to bend down and eat if they wished. The leader Ta began speaking again with Big Macintosh. He began offering the mare more instruction on just how to grow plants and why certain techniques were used. Cheerilee noted he was doing quite well at explaining things, despite his preference for being a stallion of few words.

"I will go and find seeds." Ta announced, "Watch the new herd. They will be here when I return!"

Much like their earlier capture, the herd's ponies circled around the group, preventing any attempt at escape.

"Looks like they decided to keep us." Cheerilee said. The herd began to lead the group to a particular area. One, Cheerilee noticed, where the grass was a bit higher than where they had been around the pit of bones. As they were marched along, Ta's mate approached them.

"Why are you keeping us here?" Cheerilee asked.

"Ta said keep you here while she gets seeds." he told her, "We are taking you to where you can graze."

"Please!" Perennial said with a sob, "Let us go! It's terrible here."

"Ta is leader." Bron told her.

"But we helped you. You can raise food now." Perennial replied.

Bron stared the filly down, much as Ta had. The girl quailed and ran back to her grandfather's side. Big Macintosh, marching along the others, looked as though he could kick himself.

"Shoulda waited." he told Cheerilee, "Gotten some way to make sure they couldn' do this."

"We're alive." Cheerilee said, "More than we'd be if we hadn't given them farming."

When their march stopped they were near a small watering hole with a patch of high grass with easy walking distance.

"All the comforts of home..." Cheerilee said as she bent her head down. Grazing was far less common in civilized Equestria, but everypony was still taught at an early age the value of it in situations where prepared food wasn't readily available. Ta eventually returned with seeds found throughout the fields and wooded areas scattered around the area. Carrying them in her mouth, she spit them out in front of Big Macintosh for inspection. As he looked them over, to see if they were fit for planting and how to let Ta know the difference, the Doctor approached the herd's lead mare.

"When are you going to let us go, hmm?" he asked.

"You will stay here." she said, "I have the knowing of seeds and planting. But there is much to know. Your herd and my herd will join together."

All four ponies glared at her.

"We need to leave." Cheerilee told her.

"Why?" She asked, "There is no better place on the other side of the mountains. Do not try to leave."

Ta reclaimed her seeds and marched off.

"We need to frighten them..." the Doctor muttered, "Break them so they will lower their guard around us..."

Hearing this, Cheerilee saw Perennial grow thoughtful. Cheerilee watched as the filly's head turned towards the Pit of Bones.

Definitely frightening. Cheerilee thought, thinking of the graveyard, But it's not like we can use...

That was when she saw Perennial starting to grin.

* * *

Perennial's plan was readily accepted by the adults. To implement it, the Doctor had to get close to the Pit of Bones. While the herd was no longer watching their every move, they were still mindful of what their new herdmates were doing. The ponies, as a rule, appeared to avoid the Pit unless they had a specific reason to be there. They needed something to distract the herd for the few critical minutes they would need for the Doctor to get to work.

Cheerilee was quick to come up with a solution to that. At her suggestion Big Macintosh and Perennial made their way as close to Ta as the herd would allow.

"Um... hello." she said, cringing a little at their glares, "Um... I just wanted to tell you that I-I saw that pony. You know... that other pony that wanted to be leader."

That got their attention. Immediately Ta was snout to snout with the filly.

"Where?!"

With a squeak of fright Perennial pointed her hoof to the west. Ta nodded and began to run in that direction.

"Remember!" Big Macintosh called out. Ta stopped suddenly. She looked to Big Macintosh, nodded, and shouted to some ponies to join her in the search. The returned to Cheerilee and the Doctor.

"She took a lot of ponies with her to go after that other pony."

"That should keep them running around for a little while." Cheerilee replied.

"Eee-yup." Big Macintosh said, "Doctor?"

"Of course."

With fewer ponies to watch them, the party was able to reach the edge of the pit of bones without anyone paying them much mind. The Doctor studied the bones at the bottom for a few moments before nodding. With only the barest appearance of concentration, the Doctor's horn lit up with orange light. At the bottom of the pit, several of the bones began to float and come together. With just a little work the Doctor's magic had assembled three full skeletons of ponies. Once they were out of the pit, Cheerilee nodded to Perennial.

Perennial took a deep breath and let out a high, piercing scream of utter terror. She was quite pleased with it. The head of everypony in the herd shot up and looked in the direction of the scream.

Just in time to see the dead rising.

Were the ponies paying close attention they might have seen the skeletons were only loosely assembled. They might have noticed they were surrounded by the same orange light as the Doctor's horn. They might have noticed a lot of things. But the sudden scream, the sight of moving skeletons, and their own lack of knowledge of magic meant that all they noticed were the bones of the dead coming their way.

To a mare the ponies turned and bolted. As they stampeded away from the terrible creatures, the Doctor and the rest of the party ran back in the direction of the TARDIS. Knowing the way now, they simply ran for all they were worth.

* * *

Ta and her party was returning to the herd after a fruitless search for Mus when she saw the stampede. The herd, seeing their leader everypony headed for her.

"What has happened?!" Ta demanded.

"The Pit of Bones has come alive!" Bron screamed.

Ta looked behind the herd. The bones that had been moving before now lie lifeless as they ever had on the ground.

"They were surrounded by the Fire." Bron told her.

"The Fire?" Ta's head snapped up, looking into the distance, "Where are the outsiders?!"

None of the herd could provide an answer.

"The old one tricked you!" she yelled, "He controlled them with his Fire! After them!"

* * *

The four time traveling ponies ran for all they were worth. They didn't know how long their scare tactic would keep the herd running. Knowing where to go this time it didn't take them nearly as long to reach the TARDIS as their previous escape.

They could hear the sound of pursuit as they reached the blue box. It was far enough behind that they got inside well before anypony was able to catch up. Perennial was the first one inside and hit the switch to close the door as soon as all four of them were inside. Cheerilee sat down on the nearest seat she could find. Perennial didn't even get that far, simply collapsing where she stood.

"Get us outta here!" Cheerilee called from the bench.

"Yes, yes yes!" the Doctor replied as he hit the necessary buttons and switches to set the TARDIS into motion.

* * *

Outside the TARDIS, Ta and the herd reached the strange blue tree just as its top began to light up. They heard noises unlike anything in nature and could only watch as the blue thing vanished into the air.

* * *

The sound of the TARDIS's takeoff faded, replaced with a lower humming noise. Perennial picked herself up from the floor and approached the center stand of the ship. The Doctor looked at the lights and dials on it.

"Yes, it's matching up." he said.

"We're beginning to land already?"

"Oh, how I wish..."

"We goin' home?" Big Macintosh asked.

"You know I can't do that." the Doctor said, "Please be reasonable."

"What?!" Big Macintosh and Cheerilee said together. Cheerilee jumped out of her chair.

"You've got to take us back! You must!" Cheerilee said. The Doctor waved his hoof at the stand.

"You see," he began as he walked around it, "This isn't working properly. Or rather, the code is still a secret. Feed it with the right data, precise information to a second at the beginning of a journey, and then we can fix a destination. But I had no data at my disposal!"

"You can't work this thing, can you?" Cheerilee asked.

"No, of course I can't. I'm not a miracle worker." the Doctor replied.

"You can't blame grandfather." Perennial said, "We left the other place too quickly, that's all."

"Did you even _try_ to return us home?" Cheerilee demanded.

"Well, I got you away from that other time, didn't I?"

"That's not what I asked."

"It's the only way I can answer you, young lady."

The background humming eventually died down. The column in the center of the stand stopped its up and down motion. The Doctor once again looked at the lights and dials again.

"Now... now we shall see."

The crystal display that had shown them the prehistoric fields before now showed them a new scene. Rather than an open plain, they now saw what looked to be a forest covered in thick mist. The forest's trees were all white

"It could be anywhere." the Doctor said, examining his instruments, "Dear dear dear dear, i-it's no help to us at all! Well, I suggest before we go outside and explore, let us clean ourselves up."

"Oh, yes!" Perennial agreed. Arguments with the Doctor aside, Cheerilee liked the idea as well, after running around prehistoric times for nearly two days straight.

"What are the background magic levels like, Perennial?" the Doctor asked.

Perennial stood up over the center stand and looked at some dials.

"They're reading normal, Grandfather."

Satisfied, the Doctor led his unwanted and unwilling guests to another part of the ship so they could clean up as suggested.

None of them saw the needle from the dial that Perennial had inspected jump from one end to the other. Nor did they see the light flash warning of danger. Danger that would only become apparent once they began to explore the new world they had discovered.

_**THE END**_


End file.
